HomeMy Public PortalAbout08) 7E Approval of Service Agreement with Gretchen Sterling Farmers MarketAGENDA
ITEM 7.E.
MANAGEMENT SERVICES DEPARTMENT
MEMORANDUM
DATE: April7, 2015
TO: The Honorable City Council
FROM: Bryan Cook , City Manager
By: Giselle Corella , Executive Assistant to the City Manager
SUBJECT: APPROVAL OF A SERVICES AGREEMENT WITH GRETCHEN
STERLING TO OPERATE AND MANAGE THE TEMPLE CITY
CERTIFIED FARMERS MARKET
RECOMMENDATION:
The City Council is requested to review and approve a Services Agreement (SA) with
Gretchen Sterling (Attachment "A ") to operate and manage the Temple City Certified
Farmers Market.
BACKGROUND:
1. On April 30, 2010 , the City issued a Requ est For Proposals (RFP) to find an
operator with experience starting up , running and managing certified farmers
markets .
2 . By May 21, 2010 , the deadline to submit proposa ls, the City had received three
responses to this RFP .
3 . On February 1, 2011 , the City Council approved the Consultant Services
Agreement with Gretchen Sterling to operate a certified farmer's market in the City
of Temple City with the option to extend the agreement for three additional one-
year terms .
4 . On October 28 , 2013 , City Manager Jose Pulido executed the first amendment to
the Consultant Services Agreement (CSA) with Gretchen Sterling to continue her
services in operating a certified farmer 's market in the City of Temple City for an
additional one-year term.
5 . On February 24, 2013 , the Acting City Manager Tracey Hause executed the
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April 7 , 2015
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second amendment to the CSA with Gretchen Sterling to contin ue to operate a
certified farmer's market in the City of T emp le City for an add itional one-year term .
ANALYSIS:
As th e Temple City community co ntinu es to grow, th e City continues to promote
programs that emphasize the small town community cha racter of the City and the
quality of life . Since its inception th ree years ago , co mmun ity members have enjoye d
the weekly farmers market rain or s hin e . Currently managed and opera ted by Gretchen
Sterling , she brings over 30 years of experience in running and managing certifie d
farmers markets for several cities includi ng Glendale, Monrovia, Montrose , and
Pasad ena .
The City's Farmers Market co ntinues to expa nd its produ ce offerings a nd gain
popul arity in both Temple City a nd th e surrounding communities . Although Temp le
City's community farm er's market is not as established as the surrou nding commu nity ,
co ntin uity of the City 's Fa rmer's Market both in frequency of the event and its
management of its operations is esse ntial for keeping the po sitive momentum of the
prog ram . If t he SA is approved by the City Counc il , T emple City's Certified Farmers
Market will renew it s c urrent SA and continue to run every Sunday from 8 :30 a .m . to
1:00 p .m . at the City Hall parking lot until April 2016 . Und erstandi ng there may be
necessary improve ments to the Fa rm e r's Market, City staff will co ntinu e to work wit h
Gretchen Sterling within the yea r on advertising as well as log is ti cs of it s operations . If
at the end of April 2 01 6 the Farmer's Ma rket proves to be successful , t he SA allows for
a n option to ren ew the agreement for an additional year, up to th ree years .
A s the C ity co ntinues to produce popular and successful commu nity gath eri ng eve nts
including Concerts in the Park , Arbor Day, and Easter Egg Hunts , etc., the City 's
Farmer's Market proves to be a quality of life program with much potential. Continuous
monitoring of the City's Farmer's Market throughout th e yea r and an added option in the
SA to renew its agreement at the en d of each year, allows the City to ensure that it is
receiving the best service and en han cemen t of the qua li ty of life in the comm un ity .
Therefore , in order to ensure that Temple Citians ca n continue to rece ive fresh loca lly
sourced produce and have a gathering pl ace e very Sunday, the City Council is
requested to approve the Services Agreement with Gretchen Sterling to conti nue to
manage and operate th e City's Farner's Market.
CONCLUSION:
The City Counci l is requ ested to ap pro ve a Services Agreement w ith Gretchen Sterling
to operate and ma nage the Temple City Certifie d Farmers Market to promote the quality
of life in th e City and provide t hi s community w ith he a lthy a nd fresh produ ce that is
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April 7 , 2015
Page 3 of 3
sourced directly from its growers .
FISCAL IMPACT:
On a quarterly basis , Temple City will receive 30 % of gross receipts from the Temple
City Certified Farmers Market. To date, the City has received approximately $16 ,000
since 2011 and on average the City co ll ects $3 ,300 per year with the farmer's market
having its most successful year in 2014 .
Gretchen Sterling will continue to pay for a ll permits associated with the Temple City
Certified Farmers Market and the City will continue to be responsible for providing
advertising through the various media outlets and a banner on Las Tunas Drive . The re
is no impact to the Fiscal Year (FY) 2014-15 and FY 2015-16 City Budgets as the cost
of advertising is and will be accounted for in the operating costs .
ATTACHMENT:
A. Services Agreement with Gretchen Sterling
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AGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
GRETCHEN STERLING
APRIL 7 , 2015
-I-
ATTACHMENT A
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
GRETCHEN STERLING
This Agreement for Services ("Agreement") is entered into as of this 7th day of
April , 2015 by and between the City of Tem ple City , a muni cip al corporation ("City ") and
Gretchen Sterling , an individual ("Service Provider"). City and Service Provider are
sometimes hereinafter indiv idually referred to as "Party " and hereinafter collective ly
referred to as the "Parties ."
RECITALS
A. City previously sought by request for proposals the performance of the
services defined and described particularly in Section 2 of this Agreement. Service
Pro vider submitted a proposal and was selected to perform those services .
B. Service Prov id er has performed those services compete ntl y since that
time and the City desires to retain the Service Provider to continue in their role .
C . Pursuant to the City of Temple City 's Municipal Code , City has auth ority to
enter into th is Services Agreement and the City Manager has authority to execute this
Agreement.
D. The Parti es desire to formali ze the se le ction of Service Provider for
performance of those services defined and described particularly in Section 2 of this
Agreement and desire that the terms of that performance be as particularly defined and
described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE , in consideration of the mutual promises and covenants
made by the Parties and contained here and othe r consideration , the value and
adequacy of which are hereby acknowledged , the Parties agree as follows :
SECTION 1. TERM OF AGREEMENT.
Subject to th e provi sio ns of Section 20 "Termination of Agreement" of th is
Agreement, the Term of this Agreement is for one year commencing on the date first
ascr ibed above and shall cease to provide those serv ice s on April 7, 2016 . Upon mutual
consent of the parties , this Agreement may be extended by written amendment for three
(3) additional one-year terms .
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SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services . Service Provider agrees to perform the services set
forth in Exhibit "A" "Scope of Services " (hereinafter , the "Services") and made a part of
this Agreement by this reference .
(b) Schedule of Performance. The Services shall be completed pursuant to
the schedule specified in Exhibit "A " Should the Services not be completed pursuant to
that schedul e, the Service Prov ider shall be deemed to be in Default of this Agreement.
The City , in its sole discretion, may choose not to enforce the Default provisions of this
Agreement and may instead allow Service Prov ider to continue performing the Services .
SECTION 3. ADDITIONAL SERVICES.
Service Provider shall not be compensated for any work rendered in connection
with its performance of this Agreement that are in addition to or outside of the Services
unless such additional services are authorized in advance and in writing in accordance
with Section 26 "Administration and Implementation " or Section 28 "Amendmen t" of this
Agreement. If and when such additional work is authorized , such additional work shall
be deemed to be part of the Services .
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement , Service Provider
agrees to remit to the City a certified check in an amount greater than or equal to thirty
percent (30 %) of the gross proceeds of the farmer's market, as set forth in more detail
in Exhibit "B" "Compensation " and made a part of this Agreement by this reference .
(b) Each quarter Consultant shall furnish to City an original itemized
statement showing the gross receipts of the farmer's market, any costs and expenses
incurred during the preceding month paid out of the gross receipts , and the net
proceeds of the farmer's market. City shall independently review each statement
submitted by the Consultant to determine whether the work performed and expenses
incurred are in compliance with the provisions of this Agreement. In the event any
information in the statement is disputed by City , the original statement shall be returned
by City to Consultant for correction and resubmission .
(c) The retention of proceeds by Consultant for work performed pursuant to
this Agreement shall not be deemed to waive any defects in work performed by
Consultant.
(d ) Payment to Service Provider for work performed pursuant to this
Agreement shall not be deemed to waive any defects in work performed by Service
Provider.
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SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider's work under this
Agreement, either during performance or when comp leted . City shall reject or finally
accept Service Provider 's work within sixty (60) days after submitted to City . City shall
reject work by a timely written explanation, otherwise Service Provider's work shall be
deemed to have been accepted . City's acceptance shall be conclusive as to such work
except with respect to latent defects, fraud and such gross mistakes as amount to fraud .
Acceptance of any of Service Provider's work by City shall not constitute a waiver of
any of the provisions of this Agreeme nt including , but not limited to , Section 16
"Ind emnificatio n" and Section 17 "Insuran ce ."
SECTION 6. OWNERSHIP OF DOCUMENTS.
All or iginal maps , models , des igns , drawings, photographs , studies , surveys ,
reports , data , notes , computer files , files and other documents prepared , deve loped or
discovered by Service Provider in the course of providing the Services pursuant to this
Agreement shall become the sole property of City and may be used , reused or
otherwise disposed of by City without the permissio n of the Service Provider. Upon
completion , expiration or termination of this Agreement, Service Provider shall turn over
to City all such original maps, models , designs , drawings , photograph s, studies ,
surveys , reports , data , notes , compu ter files , files and other documents.
If and to the extent that City utilizes for any purpose not related to this Agreement
any maps , models , designs, drawi ngs , photographs , studies , surveys, reports, data ,
notes , computer files , files or other docum ents prepared , developed or discovered by
Service Provider in the course of providing the Services pursuant to th is Agreement,
Service Provider's guarantees and warranties in Section 9 ·"Standard of Performance" of
this Agreement shall not extend to such use of the maps , models , designs, drawings ,
photographs , studies , surveys , reports , data , notes , computer files , files or other
documents .
SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS .
(a) Service Prov ider shall maintain any and all documents and records
demonstrating or relating to Service Provider's performance of the Services . Service
Prov ider shall maintain any and all ledgers , books of account, invoices , vouchers ,
canceled checks, or other documents or records evidencing or relating to work,
se rv ices , expenditures and disbursements charged to City pursuant to this Agreement.
Any and all such documents or records shall be maintained in accordance with
generally accepted accounting principles and shall be sufficiently complete and detailed
so as to permit an accurate eva luation of the services provided by Service Provider
pursuant to this Agreement. Any and all such documents or records shall be
maintained for three (3) years from the date of execution of th is Agreement and to the
extent required by laws relating to audits of public agencies and the ir expenditures .
(b) Any and all records or documents requ i red to be maintained pursuant to
this section shall be made available for inspection , audit and copying , at any time during
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regular business hours , upon request by City or its designated representative . Copies
of such documents or records shall be provided directly to the City for inspection , audit
and copying when it is practi ca l to do so; otherwise, unless an alternative is mutually
agreed upon , such documents and records shall be made available at Service
Provider 's address indicated for receipt of noti ces in this Agreeme nt.
(c) Where City has reason to believe that any of the documents or records
required to be maintained pursuant to this section may be lost or di sca rded due to
dissolution or termination of Service Provider's business , City may , by written request,
require that custody of such documents or records be giv en to t he City. Access to such
documents and records shall be granted to City , as well as to its successors-in-interest
and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Service Provider is and shall at all times remain a wholly independent
contractor and not an officer, employee or agent of City . Service Provider shall have no
authority to bind City in any manner, nor to incur any obligation , debt or liability of any
kind on behalf of or against City , whether by contract or otherwise , unless such authority
is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City .
(b) The personnel performing the Services under this Agreement on behalf of
Service Provider shall at all times be unde r Service Provider's exclusive direction and
control. Neither City, nor any elected or appointed boards , officers , officials , employees
or agents of City , shall have control over the conduct of Service Provider or any of
Service Provider's officers , employees, or agents except as set forth in this Agreement.
Service Pro v ider shall not at any. time or in any manner represent that Service Provider
or any of Service Provider's officers , employees , or agents are in any manne r officials ,
officers , employees or agents of City.
(c) Neither Service Provider, nor any of Service Provider's officers ,
employees or agents , shall obtain any rights to retirement, health care or any other
benefits which may otherwise accrue to City 's employees. Service Provider expressly
waives any claim Service Prov ide r may have to any such rights .
SECTION 9. STANDARD OF PERFORMANCE.
Service Provider represents and warrants that it has the qualifications,
experience and facilities necessary to properly perform the Services required under this
Agreement in a thorough , competent and professional manner. Service Provider shall
at all times faithfully , comp etently and to the best of its ability , experience and talent,
perform all Services . In meeting its obligations un de r this Agreement, Service Pro vider
shall employ , at a minimum , generally accepted standards and practices utilized by
persons engaged in providing services similar to the Services required of Service
Provider under this Agreement. In addition to the general standards of performance set
forth this section , additional specific standards of performance and performance criteria
may be set forth in Exhibit "A " "Scope of Work " that shall also be applicable to Service
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Provider's work under this Agreement. Where there is a conflict between a general and
a specific standard of performance or performance criteria , th e specific standard or
criteria shall prevail over the general.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Service Provider shall keep itself informed of and comply with all applicab le
federal , state and local laws , statutes , codes , ordinances , regulations and rules in effect
during the term of this Agreement. Service Prov ider shall obtain any and all licenses ,
permits and authorizations necessary to perform the Services set forth in this
Agreement. Neither City, nor any elected or appointed boards, officers , officials ,
employees or agents of City , shall be liable , at law or in equity , as a result of any failure
of Service Provider to comply with this section .
SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Service Provider that California prevail ing
wage laws do not apply to this Agreement because the Agreement does not involve any
of the following services subject to prevailing wage rates pursuant to the California
Labor Code or regulations promulgated thereunder: Construction , alteration , demol it ion ,
installation , or repair work performed on publ ic buildings , facilities , streets or sewers
done under contract and paid for in whole or in part out of public funds . In this co nte xt,
"construction" includes work performed during the design and preconstruction phases of
construction in~luding , but not lim ited to , inspection and land surveying work .
SECTION 12. NONDISCRIMINATION.
Serv ice Provider shall not discriminate , in any way , against any person on the
basis of race , color, rel igious creed, national orig i n, ancestry , se x, age , physical
handicap , medical condition or marital status in connection with or related t o the
performance of this Agreement.
SECTION 13. UNAUTHORIZED ALIENS.
Serv ice Provider hereby promises and agrees to comply w ith all of the prov isions
of the Federal Immigration and Nationality Act , 8 U.S .C .A. §§ 1101 , et seq ., as
amended , and in connection therewith , shall not employ unauthorized aliens as defined
there in. Should Service Provider so emp loy such unauthorized aliens for the
performance of the Services , and should the any liability or sanctions be imposed
against City for such use of unauthorized aliens , Service Provider hereby agrees to and
shall reimburse City for the cost of all such liabilit ies or sanctions imposed , together with
any and all costs, including attorneys' fees , incurred by City .
SECTION 14. CONFLICTS OF INTEREST.
(a) Service Provider covenants that neither it , nor any officer or principal of its
firm , has or shall acquire any inte rest, directly or i nd irectly , whi ch would conflict in any
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manner with t he interests of City or which would in any way hinder Service Provider's
perfo rmance of the Services . Service Provider further covenants that in the
performance of this Agree me nt, no person ha v ing any such inte rest shall be e mployed
by it as an officer, employee , agent or subcontractor without the express written consent
of the City Man ager . Se rvice Provide r agrees to at all ti mes avoid conflicts of interest or
t he appearance of any conflicts of i nterest with the inte re sts of City in the performance
of t his Agreement.
(b) City understands and acknowledges that Service Provi der is, as of the
date of execu ti on of this Agreement, independently involved in the performance of non-
re la ted serv ices f or other gove rnm enta l agencies and private parties . Service Prov ider
is unaware of any stated position of City relat ive to such projects. Any futur e position of
City on su ch projects shall not be considered a conflict of interest for purposes of this
section .
(c) City understands and acknowledges that Service Provider will , perform
non-related services for other governmental agencies and private Parties follow ing the
complet ion of the Services under this Agreement. Any su ch future service shall not be
cons idered a confli ct of interest for purposes of this section .
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Service Prov id er in
performance of this Agreement shall be considere d confide nti al , un les s such
information is in the publ ic domain or already known to Service Pr ovider. Service
Provider shall not release or d isclose any such information or work product to persons
or e ntit ies other than City without prior written authorization from the City Manager,
except as may be required by law.
(b) Service Provide r, its offi ce rs, employees, agents or subco ntractors , shall
not , without prior w ritten authorization from th e City Manager or unless requested by th e
City Attorney of City, voluntarily provide declarations, letters of support, testimony at
depositions , response to interrogato r ies or other i nfo rmation conce rn ing th e wo rk
performed under this Agreement. Response to a subpoena or cou rt ord e r shall not be
cons idered "vo lu ntary" provided Service Provider gives City notic e of such court order or
subp oena .
(c) If Service Prov ider, or any officer, employee , agent or subcontractor of
Service Provide r, pro vides any info rmation or work produ ct in violation of this
Agreement, then City shall have the right to reimbursement and indemnity from Service
Pro vider for any damages, costs and fees , including attorneys fees , cau sed by or
i ncurred as a result of Service Provider 's conduct.
(d) Service Provider shall promptly notify City should Service Provider , its
officers , employees , agents or subcontra ctors be served with any summons , comp la int,
sub poena , notice of deposition , req uest for documents, interrogatories , request for
admissions or other discovery reque st, court order or subpoena from any party
reg arding th is Agreement and the work performed thereunder. City retains the right, but
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has no obligation , to represen t Service Pro vider or be present at any deposition , hearing
or similar proceeding . Service Provider agrees to cooperate fu lly with City and to
provide City wi th the opportunity to review any respo nse to discovery requests provided
by Service Provider. Howeve r, this right to review any such response does not imply or
mean the right by City to control , direct, or rewrite said response .
SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a
professional standard of care for Service Provider's services , to the fullest extent
permitted by law, Service Provider shall indemnify , protect , defend and hold ha rm less
City and any and all of its officials , e mployees and agents ("Indemn ified Parti es ") from
and against any and all liability (i ncluding liabi lity for claims, suits , actions , arbitration
proceedings , administrative proceedings , regulatory proceedings , losses , expenses or
costs of any kind , whether actual , alleged or th reate ned , including attorneys fees and
costs , court costs, interest , defense costs, and expert witness fees) arise out of, are a
consequence of, or are in any way attributable to , in whole or in part, any negligent or
wrongful act , error or omission of Service Provider, or by any individual or entity for
wh ic h Service Provider is legally liable, including but not limited to officers , agents ,
employees or sub-contractors of Service Provider, in the performance of professional
services under this Agreement.
(b) Indemnification for Other than Professio nal Liability . Other than in the
performance of professional services and t o the full extent p erm itted by law, Serv ice
Prov ider shall indemnify , protect, defend and ho ld harmless City , and any and all of its
employees , officials and agents from and against any liability (inc luding liab ility for
claims , suits , actions , arbitration proceedings , administrative proceedings , regulatory
proceedings , losses , expenses or costs of any kind , whether actual , alleged or
threatened , including attorneys fees and costs , court costs , intere st, defense costs, and
expert witness fees), where the sa me arise out of, are a consequence of, or are in any
way attributable to, in whole or in part, the performance of this Agreement by Service
Provider or by any ind ividua l or entity for which Service Prov id e r is legall y liable ,
including but not limited to officers , agents, employees or sub-contractors of Service
Prov ider.
(c) Indemnification from Sub-Service Providers . Service Provid er agrees to
obtain executed indemni ty agreements with provisions identical to those set forth in this
section from each and every sub-Service Provid er or any other person or entity involved
by, for, with or on behalf of Service Prov ider in the performance of this Agreement
naming the Indemnified Parti es as additional indemnitees. In the event Service
Prov ider fails to obtain suc h indemnity obligations from others as required herein,
Service Provider agrees to be fully responsible according to the terms of this section .
Failure of City to mon itor complia nce with these requirements imposes no additional
obligations on City and will in no way act as a waiver of any rights hereunde r. This
obligation to indemnify and defend City as set forth herein is binding on the successors ,
assigns or heirs of Service Pro vider and shall survive the termination of this Agreement
or thi s section .
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(d) Limitation of Indemnification . Notwithstanding any provision of this section
to the contrary, design professionals are required to defend and indemnify the City only
to the extent permitted by Civil Code Section 2782 .8, which limits the liability of a design
professional to claims , suits , actions , arbitration proceedings , adm inistrative
proceedings , regulatory proceedings , losses , expenses or costs that arise out of, pertain
to , or relate to the negligence , recklessness , or willful misconduct of the design
professional. The term "des ign professional ," as defined in Section 2782.8, is limited to
licensed architects , licensed landscape architects , registered professional engineers ,
professional land surveyors , and the business entities that offer such serv ices in
accordance with the applicable provisions of the California Bus iness and Profess ions
Code .
(e) City's Negligence . The provisions of this section do not apply to claims
occurring as a result of City 's sole negligence. The provis ions of this section shall not
release City from liability arising from gross negl igence or w illful acts or omiss ions of
City or any and all of its officials , employees and agents.
SECTION 17. INSURANCE.
Service Provider agrees to obtain and maintain in full force and effect during the
term of th is Agreement the insurance policies set forth in Exhibit "C" "Insu rance " and
made a part of this Agreement. All insurance po li cies shall be subject to approva l by
City as to form and content. These requirements are subject to amendment or waiver if
so approved in writing by the City Manager. Serv ice Provider agrees to prov ide City
with copies of required policies upon request.
SECTION 18. ASSIGNMENT.
The expertise and experience of Service Provider are material considerations for
this Ag reement. City has an interest in the qual ifi cations and capability of the persons
and entities who will fulfill the duties and obl igations imposed upon Service Prov ider
under this Agreement. In recognition of that interest, Service Provider shall not assign
or transfer th is Agreement or any portion of thi s Agreement or th e performance of any of
Service Provider's duties or obl igations under this Agreement without the p rior written
consent of the City . Any attempted assignment shall be ineffective , null and void , and
shall constitute a material breach of this Agreement entitling City to any and all
remedies at law or in equity , including termination of this Agreement pursuant to Sect ion
20 "Termination of Agreement." City acknowledges , however, that Service Provider, in
the performance of its duties pursuant to this Agreement, may utilize subcontracto rs .
SECTION 19. CONTINUITY OF PERSONNEL.
Se rv ice Provider shall make every reasonable effort to maintain the stab ility and
continuity of Service Provider's staff and subcontractors , if any , assign ed to pe rform th e
Services . Service Provid er shall notify City of any changes in Service Provider 's staff
and sub -contractors , if any , assigned to perform t he Services prior to and during any
such performan ce .
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SECTION 20 . TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without ca use , at any time by
giving thirty (30) days written notice of termina ti on to Service Prov ide r. In the event
such notice is given , Service Pro vider shall cease immediately all work in progress .
(b) Serv ice Prov ider may term inate this Ag ree ment for cause at any t ime
upon th irty (30) days wr itten notice of term ination to City.
(c) If either Service Provider or City fa il to perform any material ob li gatio n
under this Ag re ement , then , in additio n to any other remed ies , either Service Prov ider,
or City may terminate th is Agreement imm ed iate ly upon written noti ce .
(d ) Upon te rmina tion of this Agreement by either Service Prov ider or City , all
property belonging ex clu sively to City which is in Service Provider's possess ion sha ll be
returned to City. Service Provide r shall furnish to City a fina l invoice for work performed
and expenses incurred by Serv ice Prov ide r, prepared as set forth in Section 4
"Compensation and Method of Payme nt" of th is Agreement. This fina l inv oice shall be
revie wed and paid in the same man ner as set forth in Section 4 "Compensation and
Method of Payment" of this Agreement.
SECTION 21 . DEFAULT.
In the eve nt that Service Provider is in default under the te rms of th is Agreement,
the City shall not hav e any obligatio n or duty to cont inue compensa tin g Service Provider
for any work performed after the date of default. Instead , the City may gi ve no t ice to
Serv ice Pro vi der of the defau lt and th e reasons for the default. The notice sha ll incl ude
the timeframe in whi ch Service Provider may cu re the default. This timeframe is
presumpt ively thirty (30 ) days , but may be extended , though not reduced , if
circumstances warrant. Dur ing the period of time that Serv ice Provider is in default, th e
City shall hold all invoi ces and shal l, when the default is cured , proceed with payment
on th e in voices . In the alternative , the City may , in its sole d isc retion , elect to pay some
or all of the ou tstand ing invoices during th e period of default. If Service Provider does
not cure the default, th e City may take necessary steps to termina te th is Agreement
under Section 20 "Term ination of Agreement." Any failure on the part of the City to gi v e
notice of the Service Prov ider's default shall not be deemed to result in a wa iv er of the
C ity 's legal rights or any r igh ts arising out of any provisio n of th is Agreement.
SECTION 22. EXCUSABLE DELAYS.
Service Provider shall not be lia bl e for damages, in cl ud ing liquidated damages , if
any , ca use d by delay in performance or fa ilu re to perform due to causes beyond th e
co ntro l of Service Provid er. Such ca uses include , but are not limited to , acts of God ,
acts of the public enemy, acts of fede ral , state or local governments , acts of City , court
orders , fires , floo ds , epidem ics , str ikes , embargoes , and unusually severe weather. The
term and price of this Agreement sha ll be equitabl y adjusted for any delays due to su ch
causes .
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SECTION 23 . COOPERATION BY CITY.
All publi c inform at ion , data , re ports, records , and maps as are existi ng and
avail ab le to City as pub lic reco rd s , a nd which are neces sary f or carry ing out t he
Serv ices shall be furn is hed to Serv ice Provi de r in eve ry reasona b le way to facil itate ,
wit hou t und ue delay , the Services to be performed under this Agreement.
SECTION 24 . NOTICES.
All notices re q ui red or perm itted to be given un de r t his Agreeme nt shall be in
wri ting and s hall be pe rsonally del ive red , o r sent by t eleco p ie r or ce rt ifi ed ma il, posta ge
prep aid and re turn recei pt requested , ad d ressed as fol lows :
T o Ci ty :
T o Service Provider :
City of Temple Ci ty
Attn : City Manager
9701 Las Tunas Dr .
T emp le City , CA 9 1780
Gret che n Ste rli ng
454 N. Euclid Ave.
Pasade na Ca li forn ia 91 101
Not ice sh all be deemed effec ti ve on the date persona lly delivered or transmitted
by facsim ile or, if mailed , three (3) days after deposit of t he same in the custody of the
Un ited States Po stal Service .
SECTION 25 . AUTHORITY TO EXECUTE .
The pe rson or persons exec utin g this Ag reement on be h alf of Service Provide r
represe nts an d warrants tha t he/s he/they h as/have th e auth o rity t o so execute this
A gree ment and to bind Serv ice Pro v ider to t he pe rfo rma nc e of its ob ligati o ns hereunder.
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
T his Ag ree me nt shall be ad min iste red and executed by the City Man ager or his
or h er designated re presentative . T he City Manager shall have the authority to issue
in te rpretat ions and to make amend ments to th is Agreem ent, including am endments that
com mit addi ti onal fun ds , consiste nt wi t h Section 28 "Amendm ent" and the City
Manager's co ntracting au t hority und e r th e Te mp le City Mun icipal Code .
SECTION 27. BINDING EFFECT.
T his Ag ree ment sha ll be bindin g upon the hei rs , executors , adm i nistrators ,
successors and assi gn s of the Parties .
SECTION 28 .
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AMENDMENT.
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No amendme nt to or mod ification of this Agreement shall be valid unless made in
writing and approved by the Service Provider and by the City . The City Manager shal l
have the authority to approve any amendment to this Agreement if the total
compensation under this Agreement, as amended , would not e xceed the C ity
Manager's cont rac t ing authority un der the Temp le City Mun icipal Code . All other
amendme nts s hall be approved by t he City Council. T he Part ies agree that t he
req uireme nt fo r writte n modifications ca nn ot be waive d and t hat any attempted wa iver
s hall be vo id.
SECTION 29 . WAIVER.
Wa iver by any Party to th is Agreement of any te rm , condit ion , or covenant of this
Agreement shall no t constitute a waiver of any other term , cond ition , or covenant.
Waiver by any Part y of any breac h of the provis ions of th is Agreement sha ll not
co nst itute a waive r of any other provision nor a waiver of any subseq uent breach or
violat ion of any provision of this Agreement. Acceptance by City of any work or services
by Service Prov ide r shall not constitute a waiver of any of the provisions of th is
Agreement.
SECTION 30. LAW TO GOVERN ; VENUE .
This Ag ree ment shal l be in terpreted , co nstrued and governed accord ing to t he
laws of the State of Cali fornia. In t he event of l itigatio n between the Pa rties , venue in
state trial courts shall lie exclusively i n t he Coun t y of Los Angel es , Ca lifornia . In the
event of liti gatio n in a U.S. District Court , venue sha ll l ie exclus ively i n the Central
Dis trict of California, in Los Angeles .
SECTION 31 . ATTORNEYS FEES , COSTS AND EXPENS ES.
In the eve nt li tigation or othe r procee ding is requi red to enforce or interpret any
provis ion of th is Agreement , the preva iling Party in such litigati on or ot her proceeding
shall be ent itled t o an award of reasonable attorney 's fees , costs and expenses , in
add ition to any other re lief to wh ich it may be entit led .
SECTION 32. ENTIRE AGREEMENT .
T his Agree me nt, incl uding th e attached Exh ibi ts "A" t hrou gh "C", is t he en tire ,
complete , fina l and exc l usive ex press ion of the Parties wit h respect to t he matters
ad dressed there in and supersedes all other agreements or understand ings , whether
oral or wr itten , or ente red into between Serv ice Provider and City prior to the execution
of this Agreement. No statements , representations or other agreements , whether ora l
or written , made by any Party whi ch are not embod ied herein shall be val id and binding .
SECTION 33. SEVERABILITY.
If any term , cond ition or covena nt of th is Agreement is declared or determined by
any court of compete nt jurisdiction to be inval id , void or unenforceable , the rema ining
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provisions of this Ag reement shall not be affected the reby and the Agreement shall be
read and construed without the invalid , void or unenforceable provision(s).
SECTION 34 . CON FLICTING TERMS .
Except as otherwise stated herein, if the terms of this Agreement conflict with the
terms of any Ex hibit hereto , or with the terms of any document incorporated by
reference into this Ag reement, the terms of this Agreement shall control.
IN W IT NESS WH ER EOF , the Part ies hereto have executed this Agreement on
the date and year first-above written .
ATTEST:
Peggy Kuo
City Clerk
APPROVED AS TO FORM
Eric S . Vail
City Attorney
By: ______________________ __
Its : ---------------------------
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CITY O F TEMPLE CITY
Bryan Cook
City Manager
By : ______________________ __
Its :
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS , ARTICLES OF INCORPORATION,
OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER'S BUSINESS ENTITY.
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A notary public or oth er officer completing this certificate verifies only the identity of th e indiv idual who
signed the document to wh ich this certificate is attached , and not the truthfulness , accuracy , or validity
of that document.
A L L-P URPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STAT E OF CALI FORNIA
COU NTY OF LOS ANGELES
0 n --------,.....-=.,.------'-'' 2=0=-1.:...::.5 , before me , -u;::-;=::::--x-:;:-;T"T':'"-'"''T7~~r::-::;--o-,=::-rr:=-=-==,..,.,.,=,...---Date Name And Title Of Officer (e.g. "Jane Doe , Notary Public")
pe rso na ll y appeared-------------------------------
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscri bed to the with in
instrum ent and acknowledged to me t hat he/she/they execu ted
the same in h is/he r/thei r au th orized capacity(ies), a nd tha t by
his/her/their signature(s) on the instrument .th e person (s ), or the
entity upon behalf of which the person (s) acted , executed the
instrument.
I certify under PENALTY OF PERJURY u nder the laws of th e
State of California that the fo regoi ng pa ragr aph is t r ue and
correct.
W ITNESS my hand and official seal.
Signa tu re of Notary Public
OPTIONAL
Though th is section is optional , comple ting this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended docume nt.
CAPACIT(IES) CLAIMED BY SIGN E R(S)
Signer's Name :
Individual
Corporate Officer
DESCRIPTION OF ATTAC HED DOCUMENT
T itl e(s) Titl e or Type of Document
Partner(s) Limited
Attorney-In-Fact
Trustee (s)
Guardian /Conservator
Other :
Signer is represe ntin g:
Name Of Pe rson(s) Or Entity(ies)
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General
Numbe r Of Pages
Date Of Document
Signer(s) Other Than Na med Above
A notary public or oth er officer complet ing this certificate ver ifies on ly the identity of th e in div idual who
signed the document to wh ich this certificate is attached , and not the truthfulness , accuracy, or va li dity
of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CA LIFORN IA
S TATE OF CALIFORNIA
COUNTY OF L OS ANGE LES
On -----r-=1-::------'-' =.20:::..1~5 , before me , -n=::-::-x=r-r.Jr=-7"<r'?'<'2r.".:~r::-::,.......,=,..,.....,::-::-rr==,....,..,=....---Date Name An d f ttl e Of Offtcer (e.g. "Jane Doe , Notary Pubhc")
p e r son a lly appeared -----------n==-=r!'===----------------Na me of Stgner(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the with in
inst rument and acknowle dg ed to me that he/she/they executed
the same in his/her/their a uth o ri zed capacity(ies), a nd th at by
his/her/their sig nature(s) o n the instrument the person(s), or the
e n tity upon behalf of w hi c h the person (s) acted , e xe cuted t he
instrument.
I ce rtify und er PENALTY OF PERJU RY und e r the laws of th e
State of California that the foregoing p a r agraph is true and
correct.
W ITN ESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though th is sec tion is opt ional , complet ing thi s information can deter alternation of th e documen t or fraudul e nt
reatta chment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signe r's Name :
Ind ividua l
Corporate Officer
DESCRIPTION OF ATTACHED DOCUMENT
Title(s) Title or Type of Docum ent
Partner(s) Lim ited
Attorney-In-Fact
Trus tee(s)
Guardian/Conservator
Other:
Signer is represent ing :
Name Of Pe r son(s) Or Entity(ies)
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General
Number Of Pages
Date Of Document
Signer(s) Other Tha n Named Above
EXHIBIT "A"
SCOPE OF SERVICES
I. Service Provider will perform the following Services:
1. Operate a weekly farme r's mark et on Sundays from 8:30a.m. until 1 p.m.
in the City Hall parking lot.
2 . All on-site work necessary to the proper functioning of the farmer's market,
including set up , break down , and clean-up of the farmer's market.
3. Enlist certified growers to se ll the ir goods at the farmer 's market and
ensure their cont inued certification .
4 . Ensuring a proper balance of products for sa le within the farmer's market,
and ensu re the p roducts are of a high quality .
5 . Maintain all required permits , including but not limited to , Los Angeles
County Agricultural and Health Department perm its and a Temple City
business l icense .
6 . Mainta in all banking accounts for the farmer's ma rk et and generate and
subm it financia l statements to the City .
7. Contact and coordinate the growers for the farmer's market and main tai n
re co rds of participating growers.
8 . Co ll ect a percentage of the da ily gross sales from each vendor a the
market.
9 . Prepare and coordinate publicity and advertising fo r the farmer's market.
10. Have financial and business records for the farmer's market ma intained by
a professional accounting firm , and present a summarized financial report
to the City at the end of each quarter. Co n su ltan t sha ll allow the City to
have access to the financia l and business reco rds for audit and in spection
during all normal business hours and shall produce the financial and
business records at City Hall on twe nty -four (24) hours notice . Con s ultant
sha ll also maintain all co ntracts and receipts from the operat ion of the
farmer's market and make those avai lable for City audit and inspection on
the same terms as the financial and business records of the farmer's
market.
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11 . Be respons ib le for any clean up associated with the use of Ci ty facilities in
connection with the market's activities , including restrooms.
12. Be respons ib le for payments to all individuals associa ted with performing
wo rk re lated to the fa rme r 's market operations .
13 . Cance l a farmer's market for a special event (i.e ., Camellia Festival , etc.),
so long as a 30-day notification has been given by the City . Cance llatio n
of the farmer's market shall be no more than three (3) tim es a year.
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EXHIBIT "8"
COMPENSATION
1. Consu lta nt shall remit to City 30% of the gross proceeds of the farm er's market
on a quarterly basis . At the time of th e exe cution of thi s Ag reemen t , Consu ltant
is not required to prov ide City with a bond securing the remittance of the amounts
to the City required by Section 2 and Exhi bit "B" to this Agreeme nt. The City
shall evaluate th e need for Consultant to post a bond securing th e remittance of
sa id amounts annually and may , in its sole disc re tion , require Consultant to
provide the City with a bond in an amount the City determines to be sufficient.
2. City may advance , at Consultants written request made within the first 90 days of
the Term , to Consultan t an amount not to excee d $3 ,000.00, to pay for allowable
start up co sts assoc iated with the farmer 's market , specifically , insurance
prem iu ms and permit fees. Consultant shall subm it an invoice to the City
showing the amou nt of the insurance premium or permit fee and City shall pay
the amo unt of the invoice directly to the insurance company or permitting
authority . Consul tant shall repay the total amount advanced by remitting an
additiona l 5% of the gross proceed s of the farmer's market to the City beginning
with the first check rem itted to the City and co ntinuing until suc h time as the
amount advanced has been repa id in full .
3. Consultant shall make payme nt to the City within thirty (30) days of the close of
the quarter.
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EXHIBIT "C"
INSURANCE
A. Insurance Requirements . Service Provider shall provide and maintain
insurance , acceptable to the City , in full fo rce and effect throughout the term of this
Agreement, against claims for injuries to persons or damages to property which may
arise from or in con ne ction with the performance of the Serv ices by Service Prov ide r, its
agen t s, rep resentatives or employees. Insurance is to be placed with insurers with a
current A.M . Best's rating of no less than A:V II.
Service Provider shall provide the following scope and lim its of insurance :
1. Minimum Scope of Insurance . Coverage sha ll be at least as broad
as :
(1) Commercial General Liability . Insurance Serv ices Office
form Commercial General Liab ility co vera ge (Occurre nce Form CG 0001).
(2) Automob ile . In surance Services Office form number CA
0001 (Ed . 1/87) covering Automobile Liability , inc lud ing code 1 "a ny auto" and
endorsement CA 0025, or equivalent forms subject to the written approval of the City .
(3) Workers ' Compensation . Workers' Compensation insurance
as required by the Labor Code of State of Ca li fornia covering all persons providing
Services on beha lf of the Service Provider and all risks to such persons under th is
Agreement.
(4) Professio nal Liab ility . Professiona l liability insurance
appropriate to the Service Provide r's profession . This coverage may be written on a
"claims made " basis , and must include coverage for cont ra ctua l liab ility . T he
p rofessional liab ility in surance requi red by th is Agreement must be endorsed to be
appli cable to claims based upon , aris ing out of or related to Services performed under
this Agreement. The insurance must be ma intained fo r at least three (3) consecutive
years fo ll owing the completion of Service Prov ider's services or the termination of th is
Agreement. Du ring this add itional three (3) year period , Serv ice Provider shall ann ually
and upon request of the City submit written evidence of this continuous coverage.
2 . Min imum Limits of In suran ce . Service Pro vi der shall ma intain li mits
of insurance no less than :
(1) Commercial General Liab ility . $1 ,000 ,000 general agg re gate
for bodily injury , personal injury and pr op erty damage.
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(2) Automobile. $1 ,000 ,000 per accident for bodily injury and
property damage . A comb ined sing le lim it policy with aggregate limits in an amount of
not less than $2 ,000 ,000 sha ll be considered equivalent to the said required minimum
l imits set forth above.
(3 ) Workers' Compensation . Workers' Compensation as
required by the Labor Code of the State of Cal ifornia of not less than $1 ,000,000 per
occurrence .
(4) Professional Liabi lity. $1 ,000 ,000 per occurrence .
B. Other Prov isions . Insurance policies requ ired by this Agreement shall
conta in the following provisions :
1. All Po licies . Each insurance policy required by this Agreement shall
be endorsed and state the cove rage shall not be suspended , voided , cancelled by the
insurer or e ither Party to this Agreement, reduced in coverage or in limits except after
30 days' prior written notice by cert ified mail , return receipt requested , has been given to
City .
2 . Commercial General Liab ility and Automobile Liability Coverages .
(1) City , and its respective elected and appointed officers ,
officials , and employees and volunteers are to be covered as additiona l insureds as
respects : liability arising out of activit ies Serv ice Prov ider performs ; products and
completed operatio ns of Servi ce Provider; prem ises owned , occupied or used by
Service Provider; or automobiles owned , leased , hired or borrowed by Service Provider.
Th e coverage shall conta in no specia l lim itations on the scope of protection afforded to
City , and their respective elected and appointed officers , officials , or employees .
(2 ) Service Provider's insurance coverage sha ll be pri mary
insurance with respect to C ity , and its respect ive elected and appointed , its officers ,
officials , employees and vo lunteers . Any insurance or self-insurance maintained by
City , and its respective e lected and appointed officers , offic ials , employees or
volunteers , sha ll apply in excess of, and not contribute with , Service Pro vider's
insurance .
(3) Service Provider's insurance shall app ly separate ly to each
in sured against whom cla im is made or suit is brought, except with respect to the limits
of the insurer's liabil ity .
(4) Any failure to comply with the reporting or other provis ions of
the insu ran ce policies , including breaches of w arranties , shall not affect coverage
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provided to City, and its respect ive elected and appo inted officers , officials , employees
or volunteers .
3. Workers ' Compensat ion Coverage . Un less the City Manager
otherwise agrees in writing , the insurer sha ll agree to waive all rights of subrogation
against City , and its respective elected and appointed officers , officials , employees and
agents for losses arising from work performed by Serv ice Provider.
C. Other Requirements. Serv ice Provi der agree s to deposit with City , at or
before the effective date of th is Agreement, certificates of insurance necessary to satisfy
City that the insurance provisions of this contract have been complied with. The City
may requ i re that Service Provider furnish City with copies of original endorsements
effect ing coverage requ ired by th is Exhibit "C". The cert ificates and endorsements are
to be signed by a person authorized by that insurer to bind coverage on its beha lf. City
reserves the right to inspect complete , certified cop ies of all requ i red insurance policies ,
at any time .
1. Service Provider shall furn ish certificates and endorsements from
each subcontractor identical to those Service Provider provides .
2. Any deductibles or self-insured retentions must be declared to and
approved by City . At the option of City, either the insurer shall reduce or elim inate such
deduct ibles or self-insured retentions as re spects City or its respective elect ed or
appo inted officers , officials , employees and volunteers or the Service Pr ovi der shall
procure a bond guaranteeing payment of losses and related investigations , cla im
administration , defense expenses and claims .
3. The proc uri ng of such requ ired po licy or po li cies of insu rance shall
not be construed to lim it Service Provider's l iabil ity hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.
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